FORM OF EQUITY-BASED INCENTIVE AWARD AGREEMENT
CTC MEDIA, INC.
Equity-Based Incentive Award Agreement
THIS EQUITY-BASED INCENTIVE AWARD AGREEMENT (this “ Agreement ”) is effective as of
February 24, 2010 and is made by and between CTC Media, Inc., a Delaware corporation (the “ Company ”),
and [ ] (the “ Participant ”).
A. Pursuant to the Notice of Option Grant evidencing the grant of an Option to the Participant by the
Company on October 22, 2009 (the “ Notice of Option Grant ”), and the Stock Option Agreement, the
Participant was granted an Option to purchase Option Shares at an exercise price of $16.80 per Option Share,
pursuant to Section 5 (Stock Options) of the Company’s 2009 Stock Incentive Plan.
B. The Company now desires to grant to the Participant the right to receive potential cash payments in
respect of any appreciation of the Common Stock above $14.00 per share, and not to exceed $16.80 per
share. Such grant is made pursuant to Section 8 (Other Stock-Based Awards) of the Company’s 2009 Stock
C. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the
Notice of Option Grant and the Stock Option Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Equity-Based Incentive Award . Upon any exercise of the Option and with respect to each
Option Share issued to the Participant upon such exercise in accordance with the terms thereof, the Participant
will have the right (the “ Award ”) to receive a cash payment from the Company in an amount equal to (a) the
lesser of the Fair Market Value (as defined below) per share of Common Stock of the Company on the date of
exercise of the Option or $16.80, minus (b) $14.00 (such amount, the “ Distributable Amount ”). The Company
or a subsidiary thereof will pay the aggregate Distributable Amount to the Participant within 30 days after the